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DARSHAN ORNA LIMITED Notice is hereby given that the 7TH ANNUAL GENERAL MEETING of the members of Darshan Orna Limited (“the Company”) will be held on Monday, the 03rd day of September, 2018 at 02:00 P.M at the registered office of the Company at 102, First Floor, Shree Balaji Paragon, B/S Rock Regency Hotel, Nr. Circle ‐ P, C.G.Road, Ahmedabad‐ 380009, Gujarat, India to transact the following business:

1. To receive, consider and adopt Financial Statement including Audited Balance Sheet of the Company as at March 31st, 2018 and statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with Board of Directors’ and Auditors’ Report theron.

2. To consider and approve the declaration of dividend of Rs. 0.25 per equity share of the face value of Rs.10 each.

3. To appoint a director in place of Mrs. Arunaben Mahendrakumar Shah (DIN: 03144981) who retires by rotation, and being eligible offers herself for re‐appointment.

1. INCREASE IN AUTHORISED SHARE CAPITAL

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of section 61 read with section 64 and all other applicable provisions, if any, of Companies Act, 2013(including any amendment thereto or re‐enactment thereof) and rules framed there under, the consent of the members of the company be and is hereby accorded to increase the Authorised Share Capital of the Company from existing Rs. 4,80,00,000/‐ (Rupees Four Crores Eighty Lakh Only) divided into 48,00,000 (Forty Eight Lakh only) Equity Shares of Rs. 10/‐ (Rupees Ten only) each to Rs. 10,01,00,000/‐ (Rupees Ten Crore One Lakh Only) divided into 1,00,01,000 (One Crore and One Thousand Only) Equity Shares of Rs. 10/‐ (Rupees Ten only) each ranking pari‐passu in all respect with the existing Equity Shares of the Company and Clause V of the Memorandum of Association.

2. ALTERATION IN CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED FURTHER THAT pursuant to the provisions of Sections 13, 61, 64 and other applicable provisions, if any of the Companies Act, 2013 (including any amendment thereto or re‐enactment thereof) and the Rules framed there under, the consent of the members of the Company, be and is hereby accorded for substituting Clause V of the Memorandum of Association of the Company with the following clause. “V. The Authorised Share Capital of the Company is Rs. 10,01,00,000/- (Rupees Ten Crore One Lakh Only) divided into 1,00,10,000/- (One Crore Ten Thousand Only) Equity Shares of Rs. 10/- (Rs. Ten Only) each.” RESOLVED FURTHER THAT any one of the Director be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to aforementioned resolution.”

ORDINARY BUSINESS:

SPECIAL BUSINESS:

1

DARSHAN ORNA LIMITED 3. ISSUE OF BONUS SHARES:

To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 63 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, read with rule 14 of Companies (Share Capital & Debenture Rules),2014 (including any any amendment thereto or re‐enactment thereof) and subject to the regulations and guidelines issued by Securities and Exchange Board of India(SEBI) including SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009(as amended from time to time) and other applicable laws, rules, regulations, etc., if any and subject to such consents and approvals as may be required from the appropriate authorities, the consent of the shareholders be and is hereby accorded to capitalize sum not exceeding Rs. 5,24,13,000/‐ (Rupees Five Crore Twenty Four lacs Thirteen Thousand only) out of Free Reserves and the Securities Premium Account of the company and transfer to Share Capital Account towards issuance and allotment of fully paid equity of Rs. 10/‐(Rupees Ten Only) each as Bonus Shares credited as fully paid up to the members of the Company holding Equity shares of Rs. 10/‐(Rupees Ten Only) each whose names stand in Register of members of the Company as on the Record Date as the Board of Directors may determine, in that behalf in the proportion of 11(Eleven) new Fully Paid up Equity Shares of Rs. 10/‐(Rupees Ten Only) each for every 10(Ten) existing Equity Shares of Rs. 10/‐(Rupees Ten Only) each (fractional entitlements of Bonus shares shall be rounded off to one) held as on the date of closure of Transfer Books and that the bonus shares so issued and allotted be treated for all purposes as an increase of the nominal amount of the Equity Capital of the Company held by each such member/person and not as income. RESOLVED FURTHER THAT the Bonus Equity shares so allotted shall be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company and shall rank Pari passu with the existing Equity shares. No Letters of allotment shall be issued for the Bonus shares. RESOLVED FURTHER THAT the Share Certificates in respect of the New Equity Shares will be issued and dispatched to the shareholders who holds the existing Equity Shares in physical form and the New Equity Shares will be credited in electronic form to the demat accounts of the shareholders who hold the existing Equity Shares in electronic form, within the period prescribed. RESOLVED FURTHER THAT the allotment of the New Equity Shares as Bonus Shares to the extent they relate to Non‐Resident Indians (NRIs), Foreign Portfolio Investors (FPIs), Persons of Indian Origin (PIO), Overseas Corporate Bodies (OCB) and other foreign investors of the Company shall be subject to the approval of the RBI, under the Foreign Exchange Management Act, 1999, or any other regulatory authority, as necessary. RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the New Equity Shares on the Stock Exchanges where the securities of the Company are presently listed, as per the provisions of the SEBI Listing Regulations and other applicable guidelines, rules and regulations. RESOLVED FUTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things and give such directions as may be necessary or desirable and to settle all questions or difficulties whatsoever that may arise with regard to the issue, allotment, distribution and listing of the New Equity Shares and its decision shall be final and binding.

BY ORDER OF THE BOARD OF DIRECTORS OF DARSHAN ORNA LIMITED

SD/- Place: Ahmedabad Mahendra R. Shah Date: 07th August,2018 Director

2

DARSHAN ORNA LIMITED Registered Office: 102, First Floor, Shree Balaji Paragon, B/S Rock Regency Hotel, Nr. Circle ‐ P, C.G.Road, Ahmedabad‐ 380009, Gujarat NOTES

1. The Statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the Special Business set out in the Notice is annexed.

2. MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than ten percent of the total share capital of the Company

3. Members / Proxies should bring the duly filled Attendance Slip at the Annual General Meeting (AGM). Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote on their behalf at the Meeting.

4. Pursuant to the provisions of Section 91 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Thursday 23rd August, 2018 to Monday 03rd September, 2018(Both days inclusive).

5. Members seeking any information with regard to accounts are requested to write to the Company at least 10

days before the meeting so as to enable the management to keep the information ready.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

7. Members are requested to notify immediately any change in their addresses and/or the Bank Mandate details to

the Company’s Registrars and Share Transfer Agents, KARVY COMPUTERSHARE PRIVATE LIMITED for shares held in physical form and to their respective Depository Participants (DP) for shares held in electronic form.

8. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011

respectively) has undertaken a “Green Initiative in Corporate Governance” and allowed companies to share documents with its shareholders through an electronic mode. A Stock Exchanges permits companies to send soft copies of the Annual Report to all those shareholders who have registered their email address for the said purpose. Members are requested to support this Green Initiative by registering / updating their email address for receiving electronic communication.

9. All the Documents referred to in the notice are open for inspection at the registered office of the Company

between 11 A.M. to 5.00 P.M on any working day prior to the day of meeting and will also be available at the meeting venue on the date of meeting.

10. The Company being listed on SME Exchange and in view of provisions of Rule 20 of the Companies (Management

and Administration) Rules 2014 is not mandatory to provide remote e‐voting facility to its member.

3

DARSHAN ORNA LIMITED 11. Mrs. Arunaben M. Shah, director retiring by rotation and being eligible; offer herself for reappointment at the

Annual general Meeting. A brief resume of the said director is given below‐

Name of Director Mrs. Arunaben Shah DIN 03144981 Qualification 10th Directorship held in other companies NIL Number of shares held in the Company at 31.03.2018 1,01,257

12. The venue of AGM is as follows:

Route map to the Venue of the Annual General Meeting

4

DARSHAN ORNA LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO. 1 & 2 Presently, the authorized capital of the company is Rs. 4,80,00,000 divided into 48,00,000 Equity Shares of Rs.10/‐ each. In order to expand the Capital base for infusion of additional funds by way of share capital, it is proposed to increase the Authorized Share Capital from the existing Rs. 4,80,00,000/‐ to Rs. 10,01,00,000/‐ subject to compliance of statutory provisions of the Companies Act, 2013 and also to amend Clause V of the Memorandum of Association in this regard. As per the provisions of the Companies Act, 2013 member’s approval is required to give effect to the proposed resolution. The Board considers the said Resolution in the interest of the Company and recommend the said resolution for approval of the members as Ordinary Resolution. None of the Directors is concerned or interested in this resolution except their shareholding in the Company. ITEM NO. 3 The Board of Directors at their meeting held on 07th August, 2018, recommended issue of bonus shares in proportion of 11 (Eleven) share for every 10 (Ten) existing equity shares held by the members on a record date to be herein after fixed by the board of directors, by capitalizing sum not exceeding Rs. 5,24,13,000/‐ (Rupees Five Crore Twenty Four lacs Thirteen Thousand only) out of Free Reserves and the Securities Premium Account of the company. Pursuant to the provisions of Articles of Association of the Company and in terms of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under, the capitalization of reserves and bonus issue thereof require approval of the members in general meeting. Further, it is necessary to authorize the Board of Directors of the Company to complete all the regulatory formalities prescribed under the companies act, 2013, in connection with bonus issue. Accordingly, the resolution seeks the approval of the members for capitalizing the sum out of Free Reserves and the Securities Premium Account and issue of bonus shares out of the same on the terms and conditions set out in the resolution. The Board recommends the resolution for approval of shareholders. The Directors of the Company may be deemed to be concerned or interested in this item of business to the extent of their shareholdings in the company or to the extent of securities that may be allotted to them as Bonus Shares. Save as aforesaid none of directors of the company is in any way concerned or interested in this item of business.

BY ORDER OF THE BOARD OF DIRECTORS OF DARSHAN ORNA LIMITED

SD/-

Place: Ahmedabad Mahendra R. Shah Date: 07th August,2018 Director

5

DARSHAN ORNA LIMITED DIRECTORS REPORT

To, The Members, Your Directors have pleasure in presenting their Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE) The Board’s Report is prepared based on the stand alone financial statements of the company.

(Amount in Rs) PARTICULAR 2017-18 2016-17 Total Income for the year was 39,70,92,072 11,75,54,079 Profit/(Loss) Before Financial Expenses, Depreciation And Taxes

51,92,801 1655259

Out of which, Provisions have been made for: Less: Financial Charges 84,368 1,01,473 Less: Depreciation 45,288 51,787 Less: Provision For Tax 15,00,000 4,50,000 Deferred Tax 783 (5362) Profit/(Loss) After Tax 38,21,674 10,57,361

2. OPERATION & REVIEW

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2018 and Statement of Profit & Loss together with Notes forming part thereto (“Financial Statement”) for the year ended on 31st March, 2018 and Report of the Board of Directors and Auditors thereon. Total Revenue from operation of the company is Rs. 39,70,92,072/- And the net Profit after tax is Rs. 38,21,674/- For the Financial year 2018‐19.

3. DIVIDEND

The Board of directors of your company has recommended a dividend of Rs. 0.25/‐ per equity share of the face value of Rs. 10/‐ each for the financial year ended on 31st March, 2018. The Dividend Payout is subject to approval of shareholders at the ensuing Annual General Meeting.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

5. TRANSFER TO RESERVES During the year under review, the Company has not transferred any amount to General Reserves account.

6. CHANGE IN THE NATURE OF THE BUSINESS During the year, there is no change in the nature of the business of the Company.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL • Mrs. Arunaben Mahendrakumar Shah is liable to retire by rotation at the forthcoming Annual

General Meeting and, being eligible, offer herself for re‐ appointment.

• During the year under review, the board of directors of the company has appointed Mr. Ritesh Mahendrabhai Sheth as Managing director, in Place of Mr. Mahendrabhai Ramniklal Shah who has resigned from the post of Managing Director and Continue to hold the Position of the Executive Director.

6

DARSHAN ORNA LIMITED • The Board of director has also appointed Mr. Satish Vadilal Sheth as an additional Independent

director of the company on 07/06/2017 and regularised them in last annual general meeting. Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

8. NUMBER OF BOARD MEETINGS

The Board of Directors duly met Four (6) times on 16/04/2017, 30/05/2017, 07/06/2017, 01/09/2017, 14/11/2017, 05/03/2018 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

9. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

10. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that

such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed

7

DARSHAN ORNA LIMITED

12. CHANGE IN CAPITAL SRUCTURE OF COMPANY During the year under review, The Company has not made any Allotments.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY There are No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

14. EXTRACT OF THE ANNUAL RETURN The Extract of Annual Return as required under section 134(3)(a) read with Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT‐9, is annexed herewith as “Annexure - A”

15. AUDITORS AND THEIR REPORT

• STATUTORY AUDITORS Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company shall place the matter relating to such appointment for ratification by members at every annual general meeting and therefore it is proposed to ratify the appointment of M/s Dhaval Padiya and Co. (FRN‐140653W), Chartered Accountants, as the Statutory Auditors of the Company.

• COST AUDITORS

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

• SECRETARIAL AUDITORS In terms of Section 204 of the Act and Rules made there under, Mr. Manohar Chunara, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed to this report as “Annexure – B”. The report is self‐explanatory. With reference to the remarks and observation of the secretarial Auditor, the following explanations have been submitted by the board of directors of the company. Our Company took all reasonable steps to do such appointments, but as our Company is not doing well in its present line of business activity, it failed to attract right candidates for such post. The Board of our Company continues its efforts to search right candidate for the post of Company Secretary will appoint the Company Secretary as soon as possible.

16. DEPOSITS The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have any Subsidiary, Joint venture or Associate Company.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES In terms of rule (9) of the Companies (Accounts) Rules, 2014 The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

8

DARSHAN ORNA LIMITED 19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT, 2013 During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board.

20. RELATED PARTY TRANSACTIONS

During the year under review, contracts or arrangements entered into with the related party, as defined under section 188 of the companies Act, 2013 were in ordinary course of business and on arms’ length basis. Details of the transactions pursuant to compliance of section 134(3)(h) of the companies act, 2013 and rule 8(2) of the companies (Accounts) Rule, 2014 are annexed herewith as per “Annexure – C”. However, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

21. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE There is no significant and material order was passed by regulators or courts or tribunals impacting the going concern status and company’s operations in future.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil II. the steps taken by the company for utilising alternate sources of energy : None

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION: I. the efforts made towards technology absorption : None

II. The benefits derived like product improvement, cost reduction, product development or import substitution: None

III. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)‐ a) The details of technology imported: None b) The year of import: N.A. c) Whether the technology been fully absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A. e) The expenditure incurred on Research and Development: Nil

C. THERE WAS NO FOREIGN EXCHANGE INFLOW OR OUTFLOW DURING THE YEAR UNDER REVIEW

9

DARSHAN ORNA LIMITED 23. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’

RELATIONSHIP COMMITTEE • Audit Committee Constitution & Composition of Audit Committee: Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board hereby disclose the composition of the Audit Committee and details of meetings attended by the members of the Audit Committee are given below:

• Nomination and Remuneration Committee: Constitution & Composition of Remuneration Committee: The Company has constituted a Remuneration Committee as per the provisions section 178 of the Companies Act. The composition of the Remuneration Committee and details of Meetings attended by the Directors are given below:

The Policy of nomination and Remuneration committee has been place on the website of the company at www.darshanorna.com and the salient features of the same has been disclosed under “Annexure – D” • Stakeholder’s Relationship Committee: Constitution & Composition of Stakeholders Relationship Committee: The composition of the Shareholders/Investors Grievance Committee and details of Meetings attended by the Directors are given below:

Name Designation Category No. of Meetings held during the Period Held Attended

Prakash R Soni Chairman Non‐Executive‐Independent Director

3 3

Dinesh D Hiran Member Non‐Executive‐Independent Director

3 3

Mahendra R Shah Member Executive‐ Director 3 3

Name Designation Category No. of Meetings held during the Period

Held Attended Dinesh D. Hiran Chairman Non‐Executive‐

Independent Director 2 2

Prakash Soni Member Non‐Executive‐Independent Director

2 2

Arunaben Shah Member Non‐Executive‐ Director 2 2

Name Designation Category No. of Meetings held during the Period Held Attended

Prakash Soni Chairman Non‐Executive‐Independent Director

1 1

Dinesh D Hiran Member Non‐Executive‐Independent 1 1

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DARSHAN ORNA LIMITED

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company at www.darshanorna.com

25. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the companies’ current working and future outlook of as per “Annexure – E”

26. CORPORATE GOVERNANCE As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is listed on SME Platforms of BSE. Therefore, The Company has obtained a Certificate from a Practicing Company Secretaries certifying the same.

27. ACKNOWLEDGEMENTS Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees at all levels.

For and on behalf of Board DATE: 07/08/2018 SD/‐ SD/‐ PLACE: AHMEDABAD Ritesh M Sheth Mahendra R. Shah Managing Director Director

Director Ritesh Sheth Member Executive Director 1 1

11

DARSHAN ORNA LIMITED “Annexure - A”

Form No.MGT‐9

EXTRACTOFANNUALRETURNASONTHEFINANCIALYEAR ENDED ON 31st MARCH, 2018 [Pursuant to section92 (3) of the Companies Act, 2013 andrule12 (1) of the

Companies (Management and Administration) Rules, 2014] I. REGISTRATIONANDOTHERDETAILS:

i. CIN

L36910GJ2011PLC063745

ii. Registration Date

20/01/2011

iii. Name of the Company

DARSHAN ORNA LIMITED

iv. Category/Sub‐Category of the Company

Company limited by Shares/ Indian Non‐govt company

v. Address of the Registered office and Contact details

2018/1, First Floor, Nr. Rupa Surchand Ni Pole, M. G. Haveli Road, Manek Chowk, Ahmedabad ‐ 380001 Gujarat, India E‐mail Id – info@darshanorna.com Tele No.‐ 079‐22142568

vi. Whether listed company

Listed

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any

Karvy Computershare Pvt. Ltd Karvy Selenium Tower B, Plot 31‐32, Gachibowli, Financial District, Nanakramguda,Hyderabad,Telangana,500032 Tel. No. – 040‐67162222 Website ‐ www.karvycomputershare.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:‐

Sr. No

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the company

1 Manufacture and Wholesale of Jewellery

32111 & 46498 100%

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DARSHAN ORNA LIMITED

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES : NIL Sr. No.

Name And Address Of The Company

CIN/GLN Holding/ Subsidiary /Associate

% of shares held

Applicable Section

1. N.A

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i.Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year (As on 31st March, 2017)

No. of Shares held at the end of the year (As on 31st March, 2018)

% Change during The year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter 1) Indian a) Individual/ HUF

2338692 ‐ 2338692 49.08 2318692 - 2318692 48.66%

-0.42%

b) Central Govt - ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0 c) State Govt(s) - ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0 d) Bodies Corp - ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0 e) Banks / FI - ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0 f) Any Other - ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0 Sub‐total(A)(1):‐ 2338692 - 2338692 49.08 2318692 - 2318692 48.66 -0.42% 2) Foreign g) NRIs‐Individuals

- - - - - - - - 0

h) Other‐Individuals

- - - - - - - - 0

i) Bodies Corp. - - - - - - - - 0 j) Banks / FI - - - - - - - - 0 k) Any Other…. - - - - - - - - 0 Sub‐total(A)(2):‐

- - - - - - - - 0

TOTAL A 2338692 - 2338692 49.08 2318692 - 2318692 48.66 -0.42% B. Public Shareholding

1. Institutions a) Mutual Funds - - - - - - - - 0 b) Banks / FI - - - - - - - - 0 c) Central Govt - - - - - - - - 0 d) State Govt(s) - - - - - - - - 0

13

DARSHAN ORNA LIMITED e) Venture

Capital Funds

- - - - - - - - 0

f) Insurance Companies

- - - - - - - - 0

g) FIIs - - - - - - - - 0 h) Foreign

Venture Capital Funds

- - - - - - - - 0

i) Others (specify)

- - - - - - - - 0

Sub‐total(B)(1)

- - - - - - - - 0

2. Non Institutions

a) Bodies Corp. (i) Indian (ii) Overseas

- - ‐ ‐ ‐ ‐ ‐ ‐ 0

b) Individuals

(i) Individual shareholders holding nominal share capital up to Rs. 1 lakh (ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

186938 268000

165000

1005002

351938

1273002

7.39

26.72

193502

197999

25000

207501

218502

405500

4.59

8.51

-2.80

-18.21

Others(Specify) 801062 - 801062 16.81 1822000 - 1822000 38.24 21.43 Sub‐total(B)(2) 1256000 1170002 2426002 50.92 2213501 232501 2446002 51.34 0.42

Total Public Shareholding (B)=(B)(1)+ (B)(2)

1256000 1170002 2426002 50.92 2213501 232501 2446002 51.34 0.42

C. Shares held by Custodian for GDRs & ADRs

- - - ‐ ‐ ‐ ‐ ‐ ‐

Grand Total (A+B+C)

3594692 1170002 4764694 100.00 4532193 232501 4764694 100.00 -

14

DARSHAN ORNA LIMITED ii.Shareholding of Promoters

iii.Change in Promoters’ Share holding (please specify, if there is no change)

Sr. no

For each of the Promoters

Shares Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares % of total shares of the company

1. Mahendrabhai Ramniklal Shah At the beginning of the

year 1955783 41.05 1955783 41.05

Sale on 02/06/2017 (20000) - - 1933783 40.59 Purchase on 02/02/2018 2000 - - 1935783 40.63 At the End of the year 0 0 1935783 40.63

Other than above there is no change during the year

iv. Shareholding pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. no

For each of the Promoters

Shares Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the

No. of shares % of total shares of the

Sr. No

Shareholder’s Name Shareholding at the beginning of the year

(As on 31st March, 2017)

Shareholding at the end of the year (As on 31st March, 2018)

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbered to total

% change in share holding during the year

1. Mahendrabhai Ramniklal Shah

1955783 41.05 ‐ 1935783 40.63 ‐ ‐0.42

2. Arunaben M Shah 101257 2.13 ‐ 101257 2.13 ‐ 0

3. Sanjaykumar Ramniklal Sheth

71253 1.50 ‐ 71253 1.50 ‐ 0

4 Mahendrabhai R Shah ‐ HUF

53502 1.12 ‐ 53502 1.12 ‐ 0

5 Darshna M Shah 27001 0.57 ‐ 27001 0.57 ‐ 0

6 Siddhi M Sheth 68250 1.43 ‐ 68250 1.43 ‐ 0

7 Ritesh M Sheth 61646 1.29 ‐ 61646 1.29 ‐ 0

Total 2338692 - - 2318692 - - 0

15

DARSHAN ORNA LIMITED company company

1. GUINESS SECURITIES LIMITED At the beginning of the

year 456000 9.57 456000 9.57

Sale on 14/04/2017 ‐2000 454000 9.53 Sale on 21/04/2017 ‐8000 446000 9.36 Sale on 28/04/2017 ‐8000 438000 9.19 Sale on 05/05/2017 ‐2000 436000 9.15 Sale on 12/05/2017 ‐8000 428000 8.98 Sale on 26/05/2017 ‐428000 0 0.00 Purchase on 23/06/2017 2000 2000 0.04 Sale on 07/07/2017 ‐2000 0 0.00 Purchase on 21/07/2017 4000 4000 0.08 Sale on 28/07/2017 ‐4000 0 0.00 Purchase on 01/09/2017 2000 2000 0.04 Purchase on 08/09/2017 2000 4000 0.08 Purchase on 15/09/2017 2000 6000 0.13 Sale on 22/09/2017 ‐4000 2000 0.04 Purchase on 29/09/2017 10000 12000 0.25 Purchase on 13/10/2017 4000 16000 0.34 Purchase on 01/12/2017 24000 40000 0.84 Purchase on 15/12/2017 12000 52000 1.09 Purchase on 22/12/2017 40000 92000 1.93 Sale on 29/12/2017 ‐6000 86000 1.80 Purchase on 05/01/2018 4000 90000 1.89 Purchase on 12/01/2018 10000 100000 2.10 Sale on 19/01/2018 ‐4000 96000 2.01 Sale on 26/01/2018 ‐2000 94000 1.97 Purchase on 02/02/2018 8000 102000 2.14 Purchase on 16/02/2018 4000 106000 2.22 Purchase on 09/03/2018 2000 108000 2.27 Sale on 16/03/2018 ‐12000 96000 2.01 Sale on 23/03/2018 ‐8000 88000 1.85

At the End of the year 0 0 88000 1.85 2. BEELINE BROKING

LIMITED

At the beginning of the year

210000 4.41 210000 4.41

Sale on 26/05/2017 52000 158000 3.32 Sale on 30/06/2017 24000 134000 2.81 Sale on 18/08/2017 20000 114000 2.39 Sale on 22/12/2017 112000 2000 0.04 Sale on 05/01/2018 2000 0 0.00 At the End of the year 0 0 3. JIGISH K. SHAH At the beginning of the 100003 2.10 100003 2.10

16

DARSHAN ORNA LIMITED year

No Change during the year At the End of the year 100003 2.10 4. RAKSHIT M SHAH At the beginning of the

year

82502 1.73 82502 1.73 No Change during the year At the End of the year 82502 1.73 5. SANKET M SHAH At the beginning of the

year

82501 1.73 82501 1.73 No Change during the year At the End of the year 82501 1.73 6. HITEN K. SHAH At the beginning of the

year

80002 1.68 80002 1.68 No Change during the year At the End of the year 80002 1.68 7 ATUL KIRTILAL SHAH-HUF At the beginning of the

year

79996 1.68 79996 1.68 No Change during the year At the End of the year 79996 1.68 8. JIGNASA A. SHAH At the beginning of the

year

74999 1.57 74999 1.57 No Change during the year At the End of the year 74999 1.57 9 HIMANI A. SHAH At the beginning of the

year

74999 1.57 74999 1.57 No Change during the year At the End of the year 74999 1.57 10

PARAS BHOGILAL GATHANI

At the beginning of the year

64000 1.34 64000 1.34

Sale on 26/05/2017 ‐36000 28000 0.59 Sale on 02/06/2017 ‐28000 0 0.00 Purchase on 23/02/2018 50000 50000 1.05

At the End of the year 50000 1.05 v. Shareholding of Directors and Key Managerial Personnel:

Sr. no

For each of the Promoters

Shares Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the

No. of shares % of total shares of the

17

DARSHAN ORNA LIMITED company company

1. MAHENDRABHAI RAMNIKLAL SHAH At the beginning of the

year 1955783 41.05 1955783 41.05

Sale on 02/06/2017 (22000) ‐ ‐ 1933783 40.59 Purchase on 02/02/2018 2000 ‐ ‐ 1935783 40.63

At the End of the year - - 1935783 40.63 2. ARUNABEN MAHENDRAKUMAR SHAH At the beginning of the

year 101257 2.13 101257 2.13

Change During the Year ‐ ‐ ‐ ‐ ‐ At the End of the year - - 101257 2.13

3. RITESH MAHENDRABHAI SHETH At the beginning of the

year 61646 1.29 61646 1.29

Change During the Year ‐ ‐ ‐ ‐ ‐ At the End of the year - - 61646 1.29

Shareholding of Directors and KMP are given on the basis of Directorship as on 31.03.2018

INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not

‐

‐

‐

‐

Total (i+ii+iii) - - ‐ - Change in Indebtedness during the financial year ‐ Addition ‐ Reduction

18031

18031

Net Change - 18031 18031 Indebtedness at he end of the inancial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not

18031

18031

18

DARSHAN ORNA LIMITED due Total (i+ii+iii) - 18031 18031

v. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. No. Particulars of Remuneration Name of MD/ WTD/ Manager Total Amount

Mahendra R Shah 1. Gross salary

(a)Salary as per provisions contained in section17(1) of the Income‐tax Act, 1961

(b)Value of perquisites u/s 17(2) Income‐tax Act, 1961

(c)Profits in lieu of salary under section 17(3) Income‐ tax Act,1961

240000 ‐ ‐ ‐

240000 ‐ ‐ ‐

2. Stock Option ‐ ‐ 3. Sweat Equity ‐ 4. Commission

‐ as % of profit ‐ Others, specify…

‐

‐

5. Others, please specify ‐ ‐ 6. Total(A) 240000 240000 Ceiling as per the Act Within the limit of Companies Act, 2013 B. Remuneration to other directors: N.A

Sl. No. Particulars of Remuneration Name of Directors Total Amount

Independent Directors ·Fee for attending board committee meetings ·Commission ·Others, please specify

Total (1) Other Non‐Executive Directors

·Fee for attending board committee meetings ·Commission ·Others, please specify

Total(2) Total(B)=(1+2) Total Managerial Remuneration

Overall Ceiling as per the Act

19

DARSHAN ORNA LIMITED C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD: N.A

Sl. no.

Particulars of Remuneration

Key Managerial Personnel

CEO Company Secretary

CFO Total

1. Gross salary (a)Salary as per provisions contained in section17(1)of the Income‐tax Act,1961 (b)Value of perquisites u/s 17(2)Income‐tax Act,1961 (c)Profits in lieu of salary under section 17(3) Income‐tax Act,1961

- - -

2. Stock Option 3. Sweat Equity 4. Commission

‐ as% of profit ‐others, specify…

5. Others, please specify 6. Total

vi. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: NIL

Type Section of

the companies Act

Brief description

Details of Penalty/ Punishment/Compounding fees imposed

Authority [RD /NCLT/Court]

Appeal made. If any(give details)

A. Company Penalty Punishment

Compoundig B. Directors Penalty Punishment Compoundig C. Other Officers In Default Penalty Punishment

Compoundig

20

DARSHAN ORNA LIMITED “Annexure – B”

Secretarial Audit Report for the financial year ended on 31st March, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the

Companies (Appointment and Remuneration Personnel) Rules, 2014] To, The Members, Darshan Orna Limited I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Darshan Orna Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verification of the Darshan Orna Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board‐ processes and compliance‐mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 According to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye‐laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):‐

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India ( Issue of Capital and Disclosure Requirements )

Regulations 2009;

21

DARSHAN ORNA LIMITED d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009

h) The Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 And in general, the Company has systems, process and procedure for the compliance of Other Laws Applicable to the Company. I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with BSE Limited. During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, guidelines, standards etc mentioned above subject to the following observation:

a) Filing of certain forms with the Ministry of Corporate Affairs required under the Companies Act, 2013 was not done in time. However for late filing of forms the Company has paid additional fees.

b) As per Section 203 of companies Act, 2013 read with rule 8 of the companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 the company has not appointed Company Secretary and during the audit period.

I further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non‐ Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all the directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure Compliance with applicable laws, rules, regulations and guidelines.

22

DARSHAN ORNA LIMITED I further report that during the audit period, there were no instances of:

I. Redemption/buy‐back of securities. II. Major decisions taken by the members in pursuance to Section 180 of the Companies Act, 2013. III. Merger/ amalgamation/ reconstruction etc.

IV. Foreign technical collaborations. Date: 07/08/2018 For, Manohar Chunara Place: Ahmedabad Company Secretary Sd/- Mem. No. 26983 COP No. 10093

Note: This report is to be read with our letter of even date which is annexed as Annexure – I and forms an integral part of this report.

23

DARSHAN ORNA LIMITED Annexure – I To, The Members, DARSHAN ORNA LIMITED Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices followed by us provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Date: 07/08/2018 For, Manohar Chunara Place: Ahmedabad Company Secretary Sd/- Mem. No. 26983 COP No. 10093

24

DARSHAN ORNA LIMITED “Annexure - C”

FORM NO. AOC -2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis. SL. No. Particulars Details

a) Name (s) of the related party & nature of relationship There were no transactions or arrangement which

were not at Arm’s Length Basis.

b) Nature of contracts/arrangements/transaction c) Duration of the contracts/arrangements/transaction d) Salient terms of the contracts or arrangements or

transaction including the value, if any e) Justification for entering into such contracts or

arrangements or transactions’ f) Date of approval by the Board g) Amount paid as advances, if any h) Date on which the special resolution was passed in

General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm’s length basis. SL. No. Particulars Details

a) Name (s) of the related party & nature of relationship Mahendra R Shah He is Husband of Arunaben Shah

b) Nature of contracts/arrangements/transaction Remuneration of Rs. 2,40,000/‐

c) Duration of the contracts/arrangements/transaction NA d) Salient terms of the contracts or arrangements or

transaction including the value, if any NA

e) Date of approval by the Board 20/05/2015 f) Amount paid as advances, if any NA

For and on behalf of Board DATE: 07/08/2018 SD/‐ SD/‐ PLACE: AHMEDABAD Mahendra H. Shah Ritesh M Sheth Managing Director Director

25

DARSHAN ORNA LIMITED “Annexure – D”

Policy of Nomination and Remuneration Committee of the Company

Policy for Identification Of Persons For Appointment And Removal As Director And Senior Managerial Personnel The Committee shall:

1. Identify and ascertain the honesty, reliability, qualification, expertise and experience of the person for appointment as Director or Senior Managerial Personnel and recommend the Board accordingly.

2. The committee must ensure itself regarding the capabilities and eligibilities of the proposed appointee(s) and must ensure that the proposed appointee shall be able to devote the required time as may be necessary.

3. The Committee shall be at discretion to decide whether qualification, expertise and experience possessed by the person is adequate for the proposed position.

4. Any other assessment as may be required must be carried out by the Committee and on being satisfied with the overall eligibility of the person, the committee shall recommend his/her appointment to the Board accordingly.

5. With respect to Independent Directors of the Company the committee shall additionally ensure the independence of the Director as per the applicable provisions of Companies Act, 2013 and the Rules made there under.

6. The Committee may recommend to the Board with the reasons recorded in writing, the removal of Director or Senior Managerial Personnel based on any disqualification that may be applicable as per the provisions of Companies Act, 2013 and the rules made there under or for any other reasons as may be justified by the Committee.

TERM OF APPOINTMENT: The term of Appointment of Managing Director/ Whole Time Directors and Independent Directors of the Company shall be as per the provisions of the Companies Act, 2013 and the Rules made there under.

RETIREMENT: The Managing Director/ Whole Time Directors and Independent Directors of the Company shall be subject to retirement as per the applicable provisions of Companies Act, 2013 and the Rules made there under. The Committee will be at its discretion to recommend retention of Directors even after they have attained the retirement age for the benefit of the Company subject to fulfillment of the requirements as mentioned in Companies Act, 2013.

POLICY FOR EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

1. Evaluation of performance of Board and Individual Directors: a. Achievement of financial/ business targets as fixed by the Board; b. Proper development, management and execution of business plans; c. Display of leadership qualities i.e. correctly anticipating business trends and opportunities; d. Establishment of an effective organization structure; e. Participation in the Board/Committee Meetings; f. Integrity and maintenance of confidentiality; g. Any other criteria that may be considered necessary for the evaluation of the performance

of the Board may be considered by the Committee.

26

DARSHAN ORNA LIMITED 2. Evaluation of performance of Committee: a. Discharge of its functions and duties as per its terms of reference; b. Effectiveness of the suggestions and recommendations received; c. Conduct of its meeting and procedures followed in this regard.

3. Review of the Implementation of this policy:

The Committee shall review the implementation and compliance of this policy at least once a year.

POLICY FOR REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

The remuneration of the Directors and Key Managerial Personnel must be in accordance with the provisions of Companies Act, 2013 and the Rules made there under. The committee must ensure that: The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.

27

DARSHAN ORNA LIMITED “Annexure – E”

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY OVERVIEW The gems and jewellery industry is crucial to the Indian economy given its role in large‐scale employment generation, foreign exchange earnings through exports, and value addition. The industry has gained global popularity because of its talented craftsmen, its superior practices in cutting and polishing fine diamonds and precious stones and its cost‐ efficiencies. The two major segments of the sector in India are gold jewellery and diamonds. The country is the largest consumer of gold, accounting for more than 20% of the total world gold consumption. Gold jewellery forms around 80% of the Indian jewellery market, with the balance comprising fabricated studded jewellery that includes diamond and gemstone studded jewellery. A predominant portion of the gold jewellery manufactured in India is consumed in the domestic market. The industry contributes more than 14% towards the total export in India and provides employment to 1.3 million people directly and indirectly. The global market for gems and jewellery is over USD100 billion with major contribution coming from India, Italy, China, Thailand and USA. The demand in India can be segmented into consumption and investment. Unlike most other countries, investment demand for gold is important in India and accounts for about 45 percent of total market demand. Around 57 percent of the investment demand comes from bars and coins, while the rest comes from jewellery. The high investment demand is driven by a lack of alternative financial institutions for a large section of society, a perceived capacity to hedge against inflation, ability to invest smaller value in gold, high returns in gold over the past 12 years and ease of investing unaccounted money in gold. Also, while the volume‐demand for gold as jewellery has remained more or less constant over 2005 to 2013, the volume demand for gold bars and coins have grown at a CAGR of around 13 percent in the same period. From a supply side, the value chain consists of imports, mining, refining, trading, manufacturing, and retailing. This includes a mix of players catering to both consumption and investment demand. The Indian gems and jewellery industry is fragmented, with local players constituting about 80 percent of the overall market. The variances in consumer preferences in designs, quality, and material across different regions have historically presented a challenge for national and organized players to create design‐led differentiation. The share of organized players in the industry is growing, specifically that of regional players. However, there is a risk of reversal in this trend due to increasing regulatory restrictions on gold imports and the price differential between the official and unofficial supply of gold in the market. The supply side is also characterized by several local and independent stores in rural areas that play the role of financing entity, providing customers an investment option and lending money against gold. BUSINESS OVERVIEW Our Company was originally incorporated at Ahmedabad as “Darshan Orna Private Limited” on 20th January, 2011 under the provisions of the Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Our Company was converted in to a Public Limited Company and consequently the name was changed to “Darshan Orna Limited " vide fresh certificate of incorporation dated 29th May, 2015 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli.

28

DARSHAN ORNA LIMITED We are integrated as a Wholesaler of Jewellery & Ornaments. Apart from being a wholesaler, we are also into trading business of silver and distributor of readymade gold & silver Jewellery & Ornaments. Our portfolio of products includes gold and silver jewellery with or without studded precious and semi‐precious stones. Our Jewelleries and ornaments are designed keeping in mind the demand for the Traditional, Modern & Indo‐Western jewellery & ornaments in India. With regional diversity of tastes and preferences, we have diverse portfolio of Ornaments and Jewellery to suit the taste and preferences of one & all. Our portfolio comprises of 20% Traditional Jewellery, 40 % of Modern Jewellery & 40 % of Indo‐Western Jewellery. Our gold & silver traditional jewelleries & ornaments are either made with kundan, gem stones, American diamonds etc or just plain gold or silver. Our Jewellery & Ornaments Traditional Jewellery Modern Jewellery Indo-Western Jewellery Chain Chain Chain Ring Ring Ring Earring Ear-chain Zuda Mangalsutra Earring Earring Anklet Anklet Anklet Zuda Toe Ring Toe Ring Bangle Bangle Necklace Necklace Baby’s Bracelet Bracelet he Registered Office of our Company is Situated At 102, First Floor, Shree Balaji Paragon, B/S Rock Regency Hotel, Nr. Circle ‐ P, C.G.Road Ahmedabad – 380009, Gujarat Our Competitive Strengths: • Experience of our Promoter. • Experienced management team and a motivated & efficient work force. • Strong Customer base. • Strong & long‐term relationship with our clients • Wide Varieties of our products. • Rapid de‐regulation in the industry. Our Strategy: • Consumer Centric. • Quality Products • Sell more to our existing customers • Attract new customers • Keeping in mind the industry trend, we will be introducing newer, better designs & patterns

for our jewellery & ornament • Provide an outstanding level of customer service • Enhance strong leadership practices at every level of the organization Human Resources and Industrial Relations: The Company recognizes human resources as its biggest strength which has resulted in getting acknowledgement that the Company is the right destination where with the growth of the

29

DARSHAN ORNA LIMITED organization, value addition of individual employees is assured. The total number of employees as on 31st March, 2018 is 6. Internal Control: The Company has an adequate internal control system for safeguarding the assets and financial transactions of the Company. The strong internal control systems have been designed in such a way that not only it prevent fraud and misuse of the Company`s resources but also protect shareholders interest.

30

Independent Auditor’s Report To the Members of Darshan Orna Limited. Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of Darshan Orna Limited. (‘the Company’), which comprise the balance sheet as at 31 March 2018, the statement of profit and loss for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

31

Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2018 and its profit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) in our opinion with respect to internal financial control , the said para is applicable to Company & hereby attached as Annexure – B.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigation which would impact its financial position.

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which are required to be transferred to the investor education and protection fund by the company.

For, Dhaval Padiya and Co. Chartered Accountants Dhaval Padiya Proprietor M No: 146291 FRN No. 140653W Date: 30/05/2018 Place: Ahmedabad

32

“Annexure – A” to the Auditors’ Report The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31st March 2018, we report that: (i) (a) The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company. (This clause is not applicable to company, as there are no immovable property or any other property.)

(ii) The Company is dealing in the business of Gold and Silver Ornaments. (iii) The Company has not granted loans to bodies corporate covered in the register

maintained under section 189 of the Companies Act, 2013 (‘the Act’). (iv) In our opinion and according to the information and explanations given to us, the

Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted deposits from the public. (vi) The Central Government has not prescribed the maintenance of cost records under

section 148(1) of the Act, for any of the services rendered by the Company. (vii) (a) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, amounts deducted/accrued in the book of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31st March 2018 for a period of more than six months from the date they became payable.

(vii) The Company has not received loans or borrowings from any financial institution, banks,

government or debenture holders during the year. Accordingly, paragraph 3(vii) of the Order is not applicable.

(viii) According to the information and explanations given to us, no material fraud by the

Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(ix) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial

33

remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the

Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination

of the records of the Company has not entered into transactions with the related parties as specified in sections 177 and 188 of the Act.

(xiv) According to the information and explanations give to us and based on our examination

of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly the provisions of clause 3(xiv) of the order are not applicable to the company. hence not commented upon.

(xv) According to the information and explanations given to us and based on our examination

of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of

India Act 1934. For, Dhaval Padiya and Co. Chartered Accountants Dhaval Padiya Proprietor M No: 146291 FRN No. 140653W Date: 30/05/2018 Place: Ahmedabad

34

ANNEXURE B TO THE AUDITOR’S REPORT

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’) We have audited the internal financial controls over financial reporting of Darshan Orna Limited. (‘the Company’) as of 31 March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note’) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

35

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of the management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For, Dhaval Padiya and Co. Chartered Accountants Dhaval Padiya Proprietor M No: 146291 FRN No. 140653W Date: 30/05/2018 Place: Ahmedabad

36

Particulars Note No.

2018 2017

` `I. EQUITY AND LIABILITIES(1) Shareholder's Funds(a) Share Capital 1 4,76,46,940 4,76,46,940 (b) Reserves and Surplus 2 7,40,52,557 7,00,36,843 (c) Money received against share warrants - -

(2) Share Application money pending allotment - -

(3) Non-Current Liabilities(a) Long-Term Borrowings - - (b) Deferred Tax Liabilities (Net) - 1,855 1,072 (c) Other Long Term Liabilities - - (d) Long Term Provisions - -

(4) Current Liabilities(a) Short-Term Borrowings 3 35,26,428 99,000 (b) Trade Payables 4 24,96,057 15,37,809 (c) Other Current Liabilities 5 6,50,000 11,36,952 (d) Short-Term Provisions 6 28,94,769 5,87,771

Total Equity & Liabilities 13,12,68,606 12,10,46,387

II.ASSETS ` `(1) Non-Current Assets(a) Fixed Assets 7 (i) Property, Plant And Equipment 1,67,606 1,81,893 (ii) Intangible Assets - - (iii) Capital Work in Progress - - (b) Non-current investments 8 4,73,38,325 72,83,106 (c) Deferred tax assets (net) - - (d) Long term loans and advances 9 - - (e) Other non-current assets - -

(2) Current Assets(a) Current investments - - (b) Inventories 1,98,50,817 4,72,72,386 (c) Trade receivables 10 5,81,24,773 6,13,20,002 (d) Cash and cash equivalents 11 23,60,318 15,93,250 (e) Short-term loans and advances 12 13,17,059 - (f) Other current assets 13 21,09,708 33,95,750

Total Assets 13,12,68,606 12,10,46,387 NOTES TO ACCOUNTS 22Schedules referred to above and notes attached there to form an integral part of Balance Sheet

This is the Balance Sheet referred to in our Report of even date.

FOR , DHAVAL PADIYA AND CO. CHARTERED ACCOUNTANTS

(CA. DHAVAL PADIYA) ( Director) ( Director)ProprietorM No. 146291FRN No. 140653W DATE : 30/05/2018

Darshan Orna Limited

Balance Sheet As At 31st March , 20182018/1, 1st Floor, Nr. Rupa Surchand Ni Pole, Manekchowk, Ahmedabad - 380001

For, Darshan Orna Limited

PLACE: AHMEDABAD

37

Sr. No

Particulars Note No.

2018 2017

` `I Revenue from operations 14 39,69,38,263 11,71,93,542 II Other Income 15 1,53,809 3,60,537 III Total Revenue (I +II) 39,70,92,072 11,75,54,079 IV Expenses:

Cost of materials consumed 16 36,20,23,718 14,94,39,210 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 17 2,74,21,569 (3,71,37,176) Employee Benefit Expense 18 2,40,000 8,66,000 Financial Costs 19 84,368 1,01,473 Depreciation and Amortization Expense 20 45,287 51,787 Other Administrative Expenses 21 19,54,672 32,30,786

Total Expenses (IV) 39,17,69,614 11,65,52,080 V Profit before exceptional and extraordinary items and tax (III - IV) 53,22,458 10,01,999

VI Exceptional Items - -

VII Profit before extraordinary items and tax (V - VI) 53,22,458 10,01,999

VIII Extraordinary Items - -

IX Profit before tax (VII - VIII) 53,22,458 10,01,999

X Tax expense: (1) Current tax 15,00,000 2,80,000 (2) Deferred tax 783 (5,362)

XI Profit(Loss) from the perid from continuing operations (IX-X) 38,21,675 7,27,361

XII Profit/(Loss) from discontinuing operations - -

XIII Tax expense of discounting operations - -

XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -

XV Profit/(Loss) for the period (XI + XIV) 38,21,675 7,27,361 Add:- Transfer from reserve - - Less: Proposed Dividend - - Less: Tax on Dividend - - Balance Carried Forward to Balance Sheet 38,21,675 7,27,361

XVI Earning per equity share: (1) Basic 0.81 0.15 (2) Diluted 0.81 0.15

NOTES TO ACCOUNTS 22Schedules referred to above and notes attached there to form an integral part of Profit & Loss StatementThis is the Profit & Loss Statement referred to in our Report of even date.

FOR , DHAVAL PADIYA AND CO. For, Darshan Orna LimitedCHARTERED ACCOUNTANTS

(CA. DHAVAL PADIYA) ( Director) ( Director)ProprietorM No. 146291FRN No. 140653W DATE : 30/05/2018

Darshan Orna Limited2018/1, 1st Floor, Nr. Rupa Surchand Ni Pole, Manekchowk, Ahmedabad - 380001

Profit & Loss Statement for the Period Ended on 31st MARCH, 2018

PLACE: AHMEDABAD

38

Note : 1 Share Capital ` `Sr. No

Particulars 2018 2017

(A) AUTHORIZED CAPITAL1 48,00,0000 Equity Shares of Rs. 10/- each 4,80,00,000 4,80,00,000

4,80,00,000 4,80,00,000

(B) ISSUED , SUBSCRIBED & PAID UP CAPITALTo the Subscribers of the Memorandum

1 5,22,876 Equity Shares of Rs.10/- each 52,28,760 52,28,760 2 29,85,818 Bonus Equity Shares of Rs.10/- each on 31/08/2016 2,98,58,180 2,98,58,180 3 12,56,000 Equity Shares of Rs. 10/-each 1,25,60,000 1,25,60,000

Total in ` 4,76,46,940 4,76,46,940

Sr. No

SHARE HOLDER'S NAME 2018 2017

1 Mahendrabhai Ramniklal Shah 19,35,783 19,55,783 40.63% 41.05%

2 Guiness Securities Limited - 4,56,000 - 9.57%

Note : 2 Reserve & Surplus ` `Sr. No

Particulars 2018 2017

1 Capital Reserve - - 2 Capital Redemption Reserve - - 3 Securities Premium reserve 6,88,50,000 6,88,50,000 4 Debenture Redeemption Reserve - - 5 Revaluation Reserve - - 6 Shares Option Outstanding Account - - 7 Other Reserve (Special Reserve) - - 8 Surplus (Profit & Loss Account) 52,02,557 11,86,843

Balance brought forward from previous year 12,66,342 1,87,893 Less: Tax on Regular Assessment Paid / Short Provision Adj - (21,089) Less: Transfer to Share Capital for Bonus Purpose - - Add: Profit declared In PMGKY - 5,00,000 Less: Tax paid under PMGKY - 2,49,500 Add: Profit for the period 39,36,215 7,27,361

Total in ` 7,40,52,557 7,00,36,843

Note : 3 Short Term Borrowings ` `Sr. No

Particulars 2018 2017

(A) - From Bank - -

(B) - From OthersBalance of Short Term Borrowings 35,26,428 99,000

Total in ` 35,26,428 99,000

Darshan Orna LimitedNotes Forming Integral Part of the Balance Sheet as at 31st March, 2018

Following Shareholders hold equity shares more than 5% of the total equity shares of the Company.

39

Darshan Orna LimitedNotes Forming Integral Part of the Balance Sheet as at 31st March, 2018

Note : 4 Trades Payable ` `Sr. No

Particulars 2018 2017

-Sundry Creditors for Materiel/Supplies:1 Balance of Sundry Creditors { As per List Attached} 24,96,057 15,37,809

(B) Sundry Creditors for Expenses and Others1 Balance of Sundry Creditors for Expenses - -

Total in ` 24,96,057 15,37,809

Note : 5 Other Current Liabilities ` `Sr. No

Add: Profit for the period 2018 2017

(A) Advance from Customers1 Balance of Advance from Customers { As per List Attached} 6,50,000 11,36,952

Total in ` 6,50,000 11,36,952

Note : 6 Short Term Provisions ` `Sr. No

Particulars 2018 2017

(A) Other Provisions1 Provision for Income Tax 15,00,000 2,80,000 2 Professional Fees Payable 28,750 28,750

Duties & Taxes 8,79,375 3 TDS Payable 6,644 39,021 4 Directors Remuneration Payable 4,80,000 2,40,000

Total in ` 28,94,769 5,87,771

40

Note : 7 Fixed Asset Amount in `

Value at the beginning

Addition during the

year

Deduction during the

year

Value at the end

Value at the beginning

Addition during the

year

Deduction during the

year

Value at the end

WDV as on 31.03.2018

WDV as on 31.03.2017

(I) Property, Plant And Equipment1 Car 1,60,680 - - 1,60,680 55,303 19,689 - 74,992 85,688 1,05,377 2 Computer 1,50,000 31,000 - 1,81,000 77,371 24,473 - 1,01,844 79,156 72,629 3 Weight Scale 10,000 - - 10,000 6,113 1,125 - 7,238 2,762 3,887

Total in ` 3,20,680 31,000 - 3,51,680 1,38,787 45,287 - 1,84,074 1,67,606 1,81,893

Gross Block Depreciaton Net Block

Darshan Orna LimitedNotes Forming Integral Part of the Balance Sheet as at 31st March, 2018

Sr. No

Particulars

41

Note : 8 Non Current Investment `Sr. No

Particulars 2018 2017

(A) Quoted investment 4,73,38,325 72,83,106

Total in ` 4,73,38,325 72,83,106

Note : 9 Long Term Loans & Advances ` `Sr. No

Particulars 2018 2017

(A) Balance of Long Term Loans & Advancesa.) Secured, Considered Good1 Pelician Developers - - 2 Oasis Tradelink Ltd. - -

Total in ` - -

Note : 10 Trade Recievables ` `Sr. No

Particulars 2018 2017

(A) Outstanding for More than six months1 Secured, Considered Good : - 2,49,37,646

(B) Outstanding for less than six monthsSecured, Considered Good :

1 Balance of Trade Receivable { As per List Attached} 5,81,24,773 3,63,82,356

Total in ` 5,81,24,773 6,13,20,002

Note : 11 Cash & Cash Equivalent ` `Sr. No

Particulars 2018 2017

(A) Cash-in-Hand1 Cash Balance 4,66,525 8,25,857

Sub Total (A) 4,66,525 8,25,857 (B) Bank Balance1 Bank Balance 18,93,793 7,67,393

Sub Total (B) 18,93,793 7,67,393

Total in ` { A+B} 23,60,318 15,93,250

Note :12 Short Terms Loans and Advances `Sr. No

Particulars 2018 2018

1 Beeline Broking 13,17,059 -

Total in ` 13,17,059 -

Darshan Orna LimitedNotes Forming Integral Part of the Balance Sheet as at 31st March, 2018

42

Darshan Orna LimitedNotes Forming Integral Part of the Balance Sheet as at 31st March, 2018

Note : 13 Other Current Assets ` `Sr. No

Particulars 2018 2017

(A) Other Current Assets1 Deposits With Revenue Authority 1,45,000 8,98,600 2 VAT Receivable 2,49,500 3,27,537 3 TDS Receivable - 31,460 4 Interest Receivable 4,685 - 5 Misc. Expense 17,10,523 21,38,153

Total in ` 21,09,708 33,95,750

43

Note : 14 Revenue from Operations ` `Sr. No

Particulars 2018 2017

1 Sales 39,69,38,263 11,71,93,542

Total in ` 39,69,38,263 11,71,93,542

Note : 15 Other Income ` `Sr. No

Particulars 2018 2017

1 Interest Income 1,34,696 3,15,248 2 Short Term Capital Gain - 40,625 3 Other Income 1,113 4,664 4 Dividend Income 18,000

Total in ` 1,53,809 3,60,537

Note : 16 Cost of Material Consumed ` `Sr. No

Particulars 2018 2017

a) PURCHASES OF RAW MATERIALS AND STORES1 Purchase 36,20,23,718 14,94,39,210

Total in ` 36,20,23,718 14,94,39,210

Note : 17 Change in Inventories ` `Sr. No

Particulars 2018 2017

1 Opening Stock 4,72,72,385 1,01,35,209 2 Closing Stock 3,46,42,305 4,72,72,385 3 Sales Return 1,47,91,489 -

Total in ` 2,74,21,569 (3,71,37,176)

Note : 18 Employement Benefit Expenses ` `Sr. No

Particulars 2018 2017

1 Salary Expenses - 6,26,000 2 Directors Remuneration 2,40,000 2,40,000

Total in ` 2,40,000 8,66,000

Note : 19 Financial Cost ` `Sr. No

Particulars 2018 2017

1 Bank Charges 17,933 11,473 2 Interest Expenses 66,435 90,000

Total in ` 84,368 1,01,473

Note : 20 Depreciation & Amortised Cost ` `Sr. No

Particulars 2018 2017

1 Depreciation 45,288 51,787

Total in ` 45,288 51,787

Darshan Orna LimitedNotes Forming Part of the Profit & Loss Accounts as at 31st March, 2018

44

Darshan Orna LimitedNotes Forming Part of the Profit & Loss Accounts as at 31st March, 2018

Note : 21 Other Administrative Expenses ` `Sr. No

Particulars 2018 2017

Audit Fees 28,750 28,750 Amortization and Preliminary Exp 4,27,630 5,34,538 Advertisement Expenses 3,810 - Commision Expenses 1,06,511 13,039 Professional Tax 5,099 - Membership Fees 29,500 - Labour Expenses 9,14,713 17,03,571 Office Expense 4,38,659 9,50,888

Total in ` 19,54,672 32,30,786

45

DARSHAN ORNA LIMITED

Significant Accounting Policies and Notes forming parts of Accounts Note : 22

NOTES ON ACCOUNTS 1. Previous year’s figures are regrouped/rearranged wherever necessary.

2. Provision for Taxation for the current year has been made after taking into

consideration benefits admissible under the provisions of the Income Tax Act, 1961. 3. The balances of Loans and Advances are subject to their confirmation and

reconciliation if any. 4. All the Opening Balances are taken as per previous year audit report. 5. Contingent liability in respect of claims against the company not acknowledged as debts

against which the company has counter claims aggregating to Rs. is Nil. 6. In the opinion of the Board, the current assets, loans and advances are approximately of

the value stated in the Balance sheet, if realized in the ordinary course of business. 7. Information pursuant to paragraph 2, 3, 4, 5 of Part II of the schedule III is given as

under so far as it applies to the company. a) Payment to Statutory Auditors

Current Year Previous Year 1. Audit Fees 28750 28750/-

8. There is no adjustment required to be made to the profits or loss for

complying with ICDS notified u/s 145(2). FOR, DHAVAL PADIYA & CO. FOR AND ON BEHALF OF THE BOARD CHARTERED ACCOUNTANTS FRN NO:-140653W

DHAVAL PADIYA (Director) (Director) PROPRIETOR MEM. NO.: 146291 Place: Ahmedabad Place: Ahmedabad Date: 30.05.2018 Date: 30.05.2018

46

Significant Accounting Policies A. Basis of preparation of Financial Statements The Financial statements are prepared under the historical cost convention and on accrual basis in accordance with applicable accounting standards referred to in section 133 read with rule 7 of the Companies (Accounts) rules, 2014. Accounting policies not specifically referred to otherwise are consistent and in accordance with the generally accepted accounting principles

B. Revenue Recognition Sales are recorded Inclusive of Taxes.

C. Fixed Assets Fixed assets are stated at cost of acquisition or construction less accumulated depreciation, including financial cost till such assets are ready for its intended use.

. D. Depreciation Depreciation is charged on written down value method as per useful life of assets prescribed under schedule II of the Companies Act, 2013. E. Inventories Inventories are valued at cost or net realizable value whichever is lower. Cost in respect of inventories is ascertained on Weighted Average Method. F. Taxes on Income

Taxes on income of the current period are determined on the basis of taxable income and credits computed in accordance with the provisions of the Income tax Act, 1961.

Deferred tax is recognized on timing differences between the accounting income and the taxable income for the year, and quantified using the tax rates and laws enacted or substantively enacted as on the Balance Sheet date. Deferred tax assets are recognized and carried forward to the extent that there is a reasonable and virtual certainty as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

G. Applicability of AS-18

In accordance with the requirements of Accounting Standered-18 (AS-18) “Related Party Transaction “issued by the Institute of Chartered Accountants of India, the following persons are considered as Related Party as define in AS-18:

Sr. No Name 2017-18 Relationship Nature of transaction 1. Mahendra R Shah. 2,40,000 Director Remuneration

47

Q. Earning per Share: The Earning Per Share (AS-20) has been computed as under:

(a) Profit after tax Rs. 38,21,675/- (b) No. of Equity Share In No. 47,64, 694 (c) Nominal value of share Rs. 10 per share

(d) EPS Rs. 0.81/-

FOR, DHAVAL PADIYA & CO. FOR AND ON BEHALF OF THE BOARD CHARTERED ACCOUNTANTS FRN NO:-140653W

DHAVAL PADIYA (Director) (Director) PROPRIETOR MEM. NO.: 146291 Place: Ahmedabad Place: Ahmedabad Date: 30.05.2018 Date: 30.05.2018

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DARSHAN ORNA LIMITED (CIN: L36910GJ2011PLC063745)

Registered Office : 102, First Floor, Shree Balaji Paragon, B/S Rock Regency Hotel, Nr. Circle - P, C.G.Road, Ahmedabad- 380009, Phone No. -079-22142568

Email- info@darshanorna.com Website: www.darshanorna.com

Annual General Meeting – Monday, 03rd September, 2018

ATTENDANCE SLIP

Folio No. /Client Id:

Name of Shareholder:

Address of Shareholder:

I, hereby record my presence at the Annual General Meeting of the Company to be held on Monday, 03rd September, 2018 at 2.00 PM at 102, First Floor, Shree Balaji Paragon, B/S Rock Regency Hotel, Nr. Circle ‐ P, C.G.Road, Ahmedabad‐ 380009, Gujarat, India.

_____________________ Signature of the Member

Notes:

A. Only Member/Proxy can attend the meeting. No minors would be allowed at the meeting.

B. Member/Proxy who wishes to attend the meeting must bring this attendance slip to the meeting and hand over at the entrance duly filled in and signed.

Member/Proxy should bring his/her copy of the Notice of Extraordinary General Meeting for reference at the meeting.

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DARSHAN ORNA LIMITED Form MGT-11

Proxy Form

[Pursuant to section 105(6) of Companies Act, 2013 and rule 19(3) of Companies (Management and Administration) Rules, 2014]

Annual General Meeting – Monday, 03rd September, 2018

Name of the shareholder(s):___________________________________________________________ Registered Address:_________________________________________________________________ E‐mail ID:_______________________ Folio No ./Client Id :_________________ DP ID :__________ I/We, being member(S) of Darshan Orna Limited, holding _______ share of the company, hereby appoint A: Name_______________________________________________________________________________ Address: _____________________________________________________________________________ E‐mail ID: ___________________________________________ Signature: ________________________ Or failing him/her B: Name_______________________________________________________________________________ Address: _____________________________________________________________________________ E‐mail ID: ___________________________________________ Signature: ________________________ Or failing him/her C: Name_______________________________________________________________________________ Address: _____________________________________________________________________________ E‐mail ID: ___________________________________________ Signature: ________________________ Or failing him/her As my/our proxy to attend and vote (on poll) for me/us, on my/our behalf at the Annual General Meeting of the Company to be held on – Monday, 03rd September, 2018 at 2.00 PM at 102, First Floor, Shree Balaji Paragon, B/S Rock Regency Hotel, Nr. Circle ‐ P, C.G.Road, Ahmedabad‐ 380009, Gujarat, India. and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. Resolution VOTING ORDINARY BUSINESS FOR AGAINST 1. Adoption of the Audited Balance Sheet as at March

31, 2018, the Statement of Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.

2. Declaration of dividend of Rs. 0.25 per equity share of the face value of Rs.10 each

3. Re‐appointment of Director in place of Mrs. Arunaben Shah (DIN:03144981), who retires by rotation and being eligible, offers herself for reappointment

SPECIAL BUSINESS 4. Increase in Authorized Capital 5. Alteration In Capital Clause Of Memorandum Of

Association

6. Issue of Bonus Shares in ration of 11:10

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